NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
Jacktel AS (the “Company
” or the “Issuer
“) hereby offers to purchase for cash consideration (the “Tender Offer
“) all outstanding bonds in JACKT01 (ISIN: NO001 0714561) at a price of 101.40% of par plus accrued and unpaid interest. Completion and settlement of the Tender Offer is subject to (i) a successful settlement of the new USD 150 million secured callable bond issue, and (ii) that the USD 100 million super senior bank facility has been provided by DNB Bank ASA.
The Tender Offer will commence on 15 November 2018, and expire on 21 November 2018 at 16:00, CET (the “Tender Offer Period
“) unless extended at the sole discretion of the Company. Cash settlement for the Bonds, including accrued interest, will occur on or about 4 December 2018. For further details regarding the Tender Offer please see the Tender Offer Document dated 15 November 2018.
The Company will only accept offers from a bondholder or beneficial owner of the Bonds (or any person acting as agent, custodian, fiduciary or in another intermediary capacity for a bondholder or beneficial owner) who is not a U.S. person (as such term is defined pursuant to Regulation S under the US Securities Act of 1933, as amended (the “Securities Act
”)) and who is outside the United States.
The Issuer has engaged DNB Markets, a part of DNB Bank ASA, Fearnley Securities AS and Pareto Securities AS (together the “Managers
”) with respect to the Tender Offer. Accordingly, Bondholders may contact any of the Managers for further information:
DNB Markets: +47 46 90 74 24
Fearnley Securities AS: +47 22 93 63 65
Pareto Securities AS: +47 22 87 87 70
Eligible bondholders may provide offers for sale of all or a portion of their Bonds through submission of the bondholders acceptance form (the “Acceptance Form
”) by e-mail to either of the Managers at firstname.lastname@example.org, email@example.com or firstname.lastname@example.org. The terms of the Tender Offer and the Bondholders Acceptance Form will also be published on www.master-marine.no and www.stamdata.no
Tender Offer Document
Bondholders Acceptance Form
For further information, please contact:
Bjørn Eie Henriksen, Executive Chairman, Master Marine AS
Tel: +47 94 13 04 32
The distribution of the Tender Offer to Bondholders in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer to Bondholders comes are required by the Company and the Managers to inform themselves about and to observe any such restrictions.
The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or any facilities of a national securities exchange of the United States of America, its territories and possessions, any State of the United States and the District of Columbia (the “United States
“). This includes, but is not limited to, facsimile transmission, electronic mail (“email
“), telex, telephone, the internet and any other forms of electronic communication. The Bonds may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the “Securities Act
“). Accordingly, copies of this document and any other documents or materials related to the Tender Offer are not being, and must not be, directly or indirectly mailed, emailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States, and so doing may invalidate any purported Acceptance. Any purported tender or agreement to sell Bonds in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender and/or agreement to sell Bonds made by, or by any person acting for the account or benefit of, a person appearing or otherwise believed by the Manager to be located or resident in the United States, or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each holder of Bonds participating in the Tender Offer will represent that it is not located in or resident in the United States and is not participating in such Tender Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Tender Offer from the United States.
The communication of this document by the Company and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA
“). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Issuer or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO
“), (2) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the FPO; (3) persons who fall within Article 49 of the FPO (“high net worth companies, unincorporated associations etc.”); or (4) any other persons to whom these documents and/or materials may lawfully be communicated. Any investment or investment activity to which this document relates is available only to such persons or will be engaged only with such persons and other persons should not rely on it. Each Bondholder is responsible for any taxes as a consequence of its Acceptance of the Tender Offer. The Company assumes no responsibility for any tax liability resulting from the Acceptance of the Tender Offer. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. The Company assumes no obligation to update or correct the information contained in this announcement. This offer to the Bondholders is also available at www.stamdata.no.
This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Tender Offer is made solely pursuant to the Tender Offer to Bondholders dated 14 November 2018.
This announcement must be read in conjunction with the Tender Offer to Bondholders. This announcement and the Tender Offer to Bondholders contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Bondholder is in any doubt as to the action it should take, it is recommended that such Bondholder seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to offer Bonds in the Tender Offer. None of the Company or the Managers makes any recommendation as to whether Bondholders should participate in the Tender Offer.
No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. The Company assumes no obligation to update or correct the information contained in this announcement.